Chimerix, Inc. (NASDAQ:CMRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On January 23, 2019, the Compensation Committee of our Board of Directors (the “Committee”) met and approved the following with respect to the following executive officers:

Performance-Based Bonuses for the Year Ended December 31, 2018

No specific individual goals were established for any of our executive officers for 2018. Rather, in early 2018, our Board of Directors assigned a specific weighting to each of our corporate goals on which the performance-based bonus for each executive officer would be based. The actual performance-based bonus paid to each executive officer, if any, is calculated by multiplying (i) such executive officer’s annual base salary, by (ii) such executive officer’s target bonus percentage, by (iii) the percentage attainment of the corporate goals established by our Board of Directors for such year. Notwithstanding the foregoing, the Committee may award a performance-based bonus in an amount above or below the amount resulting from such calculation.

For 2018, it was determined that we had achieved our corporate goals at a 25% level. In addition, the bonus awarded to Dr. Nichols included an additional discretionary amount. Accordingly, the following performance-based bonuses were awarded:

2019 Annual Base Salary and Target Bonus Percentage

The Committee approved the following 2019 base salaries and target bonus percentages for our executive officers:

Equity-Based Incentive Awards

The Committee approved grants of the following options to purchase shares of our common stock to our executive officers:

Each of these option grants were made to our 2013 Equity Incentive Plan, vest in equal monthly installments over a four year period from the date of grant, and have an exercise price equal to $2.41 per share, which is equal to the closing price of our common stock on the date of grant.

The Committee also approved the grant of a restricted stock unit (“RSU”) to Dr. Nichols covering 125,000 shares of our common stock. The RSU was granted to our 2013 Equity Incentive Plan and, subject to Dr. Nichols’ continuous service, will vest over a two year period from the date of grant as follows: 25,000 shares subject to the RSU will vest on the six-month anniversary of the date of grant, 25,000 shares subject to the RSU will vest on the one-year anniversary of the date of grant, 25,000

shares subject to the RSU will vest on the 18-month anniversary of the date of grant, and 50,000 shares subject to the RSU will vest on the two-year anniversary of the date of grant.

About Chimerix, Inc. (NASDAQ:CMRX)

Chimerix, Inc. (Chimerix) is a biopharmaceutical company. The Company is focused on discovering, developing and commercializing oral antivirals. The Company, based on its lipid conjugate technology, has developed its lead compound, brincidofovir (BCV, CMX001), which is in Phase III clinical development. In addition, the Company has an active discovery program focusing on viral targets for which limited or no therapies are available. Brincidofovir is an investigational oral nucleotide analog that has shown spectrum antiviral activity against over five families of double-stranded deoxyribonucleic acid (dsDNA) viruses that affect humans. CMX157, is its second clinical-stage nucleotide analog, uses the same lipid technology as brincidofovir to deliver high intracellular concentrations of the potent antiviral drug, tenofovir. Tenofovir is marketed under the brand name Viread. The Company has discovered, developed and selected a clinical candidate, CMX669, for BK virus and cytomegalovirus.